What If?
by cradleman
Summary: A collection of What If? stories, based on events in The Spectacular Spider-Man
1. What if Doc Ock killed Liz Allen?

_**What If Doc Ock Killed Liz Allen in Reaction?**_

Doctor Octopus reached into the crowd to grab Liz Allen. "I should have seen it sooner, Spider-Man." he called out, "You're weak! You can't bear to see anyone hurt!"

"I could learn to make an exception," Spidey spoke through gritted teeth.

"And your meager thought process is SO transparent. Stall until his power runs out. But this pack has another hour of juice at least! And think of all the damage I can do in one hour, starting with the girl." With that, he opened his claws out flat, and whirled them in a circular motion, like deadly fan blades. He brought the claws right to her neck as he bellowed, "Choose! The device? Or the girl!"

"You wouldn't do it Doc, you aren't a killer."

"Do you really want to try me? You have five seconds to hand over the power pack, and if you make one move to stop me before I insert it into my harness, I will kill not only her, but you also."

"I'm betting you don't"

"Five…Four…Three…Two…," with each number, the blades ticked ever closer to Liz's throat. "This is your last chance, arachnid."

"Fine, Doc, just, just don't hurt the girl." Spider-Man held the device out by its temporary harness. "Set her down, and I'll give it to you."

"Fine by me." Ock set her down on the ground, but kept one tentacle on her arm to keep her close. He reached out the arm that had been whirling near Liz's head to grab the power pack. Just as he was about to grab it, Spidey turned and threw it as far away as he possibly could. As soon as he let go, he jumped in to battle with Ock. "Oh, Arachnid, you will wish 'til the day you die that you had merely given me the pack."

With those words, the tentacle that had been keeping Liz close drew back. As she tried to run away, Ock sent the tentacle through her, pinning her body to a nearby wall. As he did this, another arm knocked Spider-Man away from him about twenty feet.

As he landed, Peter's eyes widened in shock under his mask as he processed what had just happened. _Ohmygosh! He just killed Liz! He just killed Liz! I mean, I knew he was capable physically, but I never thought he would actually do it! And of all things after tonight, when she and I were finally starting to connect! She even ditched Flash for me! She's the only popular girl to ever treat me kindly, well, except MJ, and I think I liked her. I mean, I don't know if I love her, or what would have turned out, but she's . . . just gone now, and she's never coming back. _Now, Spider-Man's eyes narrowed in a new emotion, anger. Each muscle tensed, ready to spring into action as a livid fury enveloped Peter's thoughts.

"That's IT, Ock! I have had it with you! Not only are you not getting that pack, but I am taking you out for good! You just killed an innocent girl, and I am NEVER gonna let that happen to anyone ever again."

"No, Arachnid, I think not. You are pathetic, and while I could have let you live to see another day, although I probably wouldn't have anyway, this seals the deal for sure. But you are warned, only one of us will come out alive, and it WON'T be you!"

At these words, Spider-Man leapt into the whirling mass of tentacles, letting his skill flow from his fury, making him stronger, faster, and more aggressive than ever before. None of Ock's arms could get in any blows, and as Spidey deftly dodged and deflected each and every one, he got closer and closer to Ock himself.

"You are done! You hear me? Done!" As he said this, he got delivered his first puch to Doctor Octopus, who staggered back under the force. Peter wasn't holding back anything at all, and because of the anger, Ock got all of Pete's spider-strength in every blow and then some. "You hurt a girl that was close to me! We were friends! You might not have known that, but you made about the biggest mistake you can. You made me lose my temper, and for that, well, you'll figure it out soon enough."

"No, stop it! I surrender, I surrender!" Ock cowered under each punch. He was broken, bruised, and battered, but Pete wasn't letting up at all. "You can't do this to me! You are no criminal!"

"No, but you are! And for me, that's all need to finish you off!"

Octavious tried to run, tried to defend himself with his tentacles, tried to do anything to save himself, but the enraged Spider-Man was too much for him. With all the strength in him, Peter beat the criminal to a pulp, and kept going. Ock had been dead for almost a minute when Peter finally realized what he had done.

_Oh, no! I lost my temper because of what he'd done to Liz, and I told him I'd repay him in kind, but I hadn't meant it, had I? It's not my place to be judge, jury, and executioner. I wanted to bring him to justice for his crime, but I made myself a criminal instead. I can't just swing away from the police this time; I need to turn myself in._

He left the battered body of Octavious on the sidewalk, gingerly picked up Liz, and slowly and somberly walked over to where his schoolmates sat in shock over Liz's death. Flash walked up to him and spoke.

"Thanks, Spidey, that guy got what he deserved."

"Don't thank me, Flash. He may have gotten what he deserved, but it wasn't my place to give it to him. A great man once told me, 'With great power, comes great responsibility.' Well I had that power, but I didn't use it responsibly, and now I have not only that man's death on my conscience, but also Liz and Dr. Octavious. And now, I have to face the jury that man should have had. I have to look them in the eye and tell them I killed him, and even if they let me off, I know that I can never be Spider-Man again, because I will never forget what I've done here tonight."

"Wait, how do you know my name? And how do you know Liz's name?"

Peter slowly took off his mask and looked directly into Flash's eyes, and then looked down in disgust with himself as the police arrived. Peter walked over and held out his arms as they put the handcuffs on him and sat him in the back of the squadcar. As it drove away, the students from Midtown High all stood in shock at Peter's revelation. All except Gwen Stacy, who, with a tear rolling down her check whispered so softly that almost no one could hear her, "Oh, Peter, whatever have you done?"


	2. What if Doc Ock Took Over the World?

_**What If Doc Ock Succeeded in His Plan to Take Over the World?**_

Peter sighed as he walked home in the fall cold. Sometimes he wondered why he was still alive. He had quit being Spider-Man almost a year ago; for fear that Dr. Octopus would find out his identity and hurt Aunt May. His mind went back to when it had all gone wrong, back to that very unordinary New Year's Eve.

"That's strike two, care to try for three?"

"That's a joke, right? I have said it before and I repeat it now. You can't kill me, even if you wanted to, and I know that. So go ahead, drop me again, I know you'll catch me anyways, and even if I go to jail, Master Planner will let me out."

Spidey wanted to drop him and not catch him, but he knew that Tinkerer was right; he couldn't kill anyone, especially someone as weak and pitiful as Tinkerer. He sighed heavily, dropped Tinkerer one last time, catching him just before he hit the ground so that the police could take him in. He spent the rest of the day searching, but to no avail, he couldn't find Master Planner's hideout anywhere. There were none of his super-powered goons to beat it out of, and none of the street contacts had any info, Master Planner had obviously covered his tracks well. While Peter continued his futile search, Captain Stacy was in Homeland Security's headquarters, ready to insert the Master Planner's chip into the computer, when he stopped short and spoke.

"I wanna talk to Gwen"

"This is no time to test me, Captain"

"Stow the threats, I'm not doing anything more until I know she's ok. I talk to her, or you get nothing!"

"Fine!" Otto reached a tentacle out and grabbed Gwen's phone from the main room and brought it over to Gwen. "Speak, girl, to let your father know you are still fine."

"Dad, Please!" she cried into the phone, "Don't do it, whatever it is. This is bigger than you and I!"

"That will be enough, thank you." Octavious turned his attention back to Captain Stacy. "Now, Sir, I suggest that you place that card into the computer, before I get angry and decide to do something rash."

With downcast eyes, Captain Stacy muttered, "Gwen, forgive me, but you mean too much to me to let you die at this madman's hand." He then reached up and placed the card into the computer, giving Master Planner the codes he needed.

Once he had the codes, Octavious controlled the money supply of every country on earth, as well as everything that was done electronically. The codes gave him unlimited access to everything, and his first action was to contact the leaders of each country, reveal his identity, and lay out his demands for each of them. Surrender to him, or he would fire nuclear warheads at their capitals. Within two weeks, he had been handed control of every country on earth. His concerns from before, such as Norman Osborn or Spider-Man were of no consequence now, as neither was currently in a position to hurt him. He would deal with them soon enough, but for now he had other pressing issues. He had given Gwen back to her father as Captain Stacy's reward for his job well done, for after all, although he was evil, he was not a liar. Soon, with the help of Doctor Octopus, Stacy and the police had rounded up the Big Man, as well as the Enforcers. After all, Otto didn't want any super-villains around to possibly take him down. Norman Osborn was with his son in Europe, but he had been easy enough to track down. Arresting him was no easy task, as apparently he had been the Green Goblin. It took the help of all of Otto's second Sinister Six, but with their combined might Osborn had been finally defeated, killed by being impaled on Rhino's horn. Otto had also outlawed all costumed superheroes, and had arrested the Fantastic Four and the X-men. He would have arrested Spider-Man, but Spider-Man had realized that Dr. Octopus had control of all the video camera's in the world, and would have soon guessed his secret identity. Spider-Man had last been seen in early January, so Octavious assumed that whoever was behind the mask had given up his second persona for good.

Peter shuddered at the memories; those last eight months had been terrible. He glanced at his watch, it read 7:45. _Fifteen __minutes to Otto's curfew, great. Spent too much time with Liz again. I really don't want to get arrested, but I can't very well swing home anymore now can I? Maybe if I walk really fast I can get there in time._Peter put his head down and walking as fast as he could, reached his front door with a minute to spare. He opened the door, and gave Aunt May a big hug as she came sprinting over to him.

"Oh, thank goodness you made it home on time! I was so worried; I couldn't bear to see you in jail!"

"Don't worry Aunt May; I don't want to go there either. Have you heard from Liz? She was supposed to call, but I forgot my phone at home."

"She called twenty minutes ago, she was wondering if you were home yet. I told her I hadn't seen you but of course you would be home by 8:00. She should be calling back anytime."

As Aunt May finished saying this, Peter heard his cell phone ring upstairs in his room. A smile spread across his face and he sprinted up to his room. Aunt May gave a little smile and knew she wouldn't see him 'til almost 10. She liked Liz, but was still a little disappointed that he had chosen Liz over Gwen. Of course, with the way Gwen had withdrawn herself from everyone after her dad had allowed Doctor Octopus to take over the world, she wasn't surprised. May never saw Gwen or her dad anymore, and it saddened her greatly. She gently shook her head and went back to watching TV.

The next day, after school, Peter decided to take a walk around town while he could to clear his head. He turned down Liz's request to go with the gang to the Silver Octopus (because Otto had changed the name of just about every store or restaurant in the world so that they would all be named after him, including the Silver Spoon. Peter hated it, who really wanted to eat at Taco Ock and McDocOck's, or shop at Otto-Mart?). Peter wanted to think about a way to get back to the way things were, a way to change it all back. Gwen was an outcast, and when Harry's dad had been outed as the Green Goblin, Harry had gone insane. There was only one solution, Peter realized. The only one way to remove the curfews, to restore liberty in the U.S. and to the world was for him to take down Doctor Octopus. _I'll need to practice again, because having taken eight months off will have made me rusty. I think I'll use the old abandoned Oscorp Warehouse that I caught Uncle Ben's murderer in. It isn't too far from my house. Now to find my suit and web-shooters first, then tomorrow, I'll begin practicing for the showdown. No more will I let Ock rule the world, he needs to be taken down, and now, before he becomes even more powerful. _When Peter got home, he rummaged around in the basement until he found the box he was looking for. _Good, the suit, my web-shooters, and a box of spare cartridges. Now, I just need to get this stuff up to my room tonight when Aunt May goes to sleep.  
_  
Over the next month Peter practiced religiously, "going home" straight after school, and practicing until 7:30 in the old warehouse, then going home to talk to Liz, but he was afraid she was starting to drift farther from him each day. Finally, he felt he was ready to face Doc Ock. He knew that Ock was holed up in Octavious Tower, which was really the old Baxter Building that he had confiscated from Reed Richards. Spidey knew the security was tremendous, and Otto always had his Sinister Six patrolling the grounds after curfew in case someone was stupid enough to try to attack him. _Someone like me, _Peter thought. He carefully considered how to get into Octavious tower, and reluctantly decided that the only way he could enter without Ock seeing him come out of the same building that Peter Parker entered (because although there was no camera's working in the facility, the ones on the street outside were still operational), was to go through the sewer system. That would also help him avoid detection as he entered the tower. Peter cringed at the thought, but realized it had to be done in order to stop the madness. The world had been terrible since Ock's takeover. Super-villain activity was no more, except for the Doc himself, but street crime had risen 500%! And as long as Doctor Octopus was in charge, Peter knew that super-heroes would continue to be outlawed and street crime would keep on rising. He approached the drain in the middle of the largest room in the old warehouse, and tore off the grate. He steeled himself for the foulness that he would find inside, and quickly entered the pipe. It took him over two hours to find his way, and several peeps out the manholes above him to make sure that he was headed in the right direction, but eventually he found a pipe leading into Octavious tower.

As Pete entered, he was on the lookout for the Sinister Six. He knew that they would be out of shape since they hadn't done anything except be Doc Ock's security since killing the Goblin, so it should be easier to defeat them then it was last Christmas. Still, he wanted to take them out one by one, and without them making radio contact to Otto. He'd prefer to just take Octavious out alone without dealing with the Sinister Six, but if he tried, he knew they'd be called, and he'd have to fight all seven at once, and that he didn't want to do without the symbiote's help. He looked at the special tools he'd gathered over the past month as he'd studied how to defeat each of the Six. Making sure the tools were all there, he went off in search of the first member.

"Mysterio, this is Otto, how is it looking? Any suspicious activity to report?"

"No Doc, and I don't know why you ever think someone would attack this place, it would be sheer madness."

"Then you don't know my enemies very well. If any of them get the chance, they would attack this place first thing; Spider-Man especially, if he decides to un-retire. You are the first line of defense, if you get into a fight, then radio it in as soon as possible. I'll check back with you in one hour. Octopus out."

"Yes, sir." Mysterio turned and stared down the blank hallway. _Man, this is the most boring job in the whole world; I stand and look down an empty hallway, night after night. It's almost like the Doc expects Spider-Man to all of a sudden show up and attack us, but he hasn't been seen since January. Oh, well, this job is keeping me out of the joint that Big Man and Hammerhead landed in, so it's a lot better than rotting in there._

From the overhead vent, Spider-Man heard the entire conversation with Octvious. _Okay, I've got an hour from now to take out the entire sinister six. That's doable, right? Right._Spidey reached down to his belt and flicked the switch on the first of the tools he had gathered. This one was a radio jamming signal, but it did more than that. It also would prevent Beck from activating any robots to help him, and might even prevent him from creating illusions to hide him, but that last part was unlikely. Spidey removed the grate from the vent, and jumped down to face Mysterio.

"Hey, Misty! It's been a while, hasn't it? Too long for my tastes." Peter started running at full speed toward Mysterio, who hastily tried to contact his fellow Six members and Doc Ock, but to no avail. "Oh, come on, Misty! Did you really think I'd let you sound the alarm? And don't bother trying to call your bots either; they aren't working at the moment."

"Well, you did disable my bots somehow, but you can't stop me from creating an illusion to hide me!" With that Mysterio summoned up the illusion of a thick Jungle to cover his tracks as he tried to run, but Spider-Man had anticipated the move. He closed his eyes and let his spider-sense guide him. He found Mysterio quickly enough, and one spider-powered punch at full strength shattered the fishbowl-like helmet. One much lighter tap later and Quentin Beck was out like a light. Peter grinned under the mask, and webbed Mysterio up tight and good, securing the jammer into the webbing, ensuring that he finally wouldn't escape. Peter sighed as he thought to himself, _one down; six to go. Man, this is gonna be a long night.  
_  
Spidey crawled up several floors before he found the next member he was looking for. Sandman was obviously bored, as he was constantly shifting the molecules of his body into different shapes. Spidey watched with a kind of abstract fascination as Marko went from being Marko, to a sandcastle, to Arnold Schwarzenegger, to . . . _Wow_, Spidey thought; _I really wish I hadn't seen that. That is so wrong on so many levels. Oh, well, time to spoil his "fun."_

"Yoohoo! Sandy! Is this a private party, or can anybody join in?"

"Spider-Man! Not again! Why do you always have to show up and ruin my fun?"

"Seriously, man, if you consider that fun, you need a new hobby." With this Peter swung a punch at Sandman, who buried Peter's fist in his body. Spidey smiled, cracked open the pellet that he had been holding in his hand, and yanked his hand back out as fast as he possibly could, leaving the pellet still in Marko.

Sandman could only mutter, "What the. . .?" before his entire form turned ice. Peter breathed a sigh of relief, he had thought of that while watching Batman fight Clayface on a cartoon a while ago, but it had taken forever to come up with the proper combination of chemicals that would produce the necessary reaction. He had taken the chance that Marko would be too dull to realize why Peter had attacked so quickly, and it had worked. His pulse was racing, but he was finally getting back into the groove, and he was glad that the first two battles had been relatively short.

This time it only took one floor to find who he was looking. "Hey, O'hirn! How's life in the big tower? Did ya miss me?"

The lumbering big man turned slowly and growled, "Spider-Man, I was afraid somebody else had killed you. I'm glad they didn't, because I have wanted this for so long." With this he started to run at his top speed toward Spider-Man. Peter ran toward the Rhino as fast he could as well. When he was within 5 feet, Peter took his hands out from behind his back, revealing a gas specially designed by Norman Osborn to knock Rhino out. By this time, Rhino couldn't slow down, and just muttered, "Oh, Crap!" as Peter sprayed him. His momentum took him into the wall, but he was out long before that. "You should be thankful, Rhino," Spider-Man spoke to the unconscious villain, "I thought I would have to come up with a formula to destroy your suit, but I found this gas hidden away at the Oscorp warehouse I was training in. Lucky me, huh?"

"Lucky you!"

Peter turned at the sound of the voice behind him. A huge hulking cat was at the end of the hall. "Hey, Kraven, I expected to see you next! And, I have this question that I've been dying to know the answer too. Now, tell me honestly, is it hard to find a litter box big enough for you?"

"Spider-Man, I will destroy you, once and for all. I should call the others, but I want this kill all to myself." Kraven sniffed the air and muttered, "Why do you smell so bad? Did you use the sewers to get here?"

"Guilty as charged. Is it that noticeable?"

"With my animal senses, it is about all I can smell!" Kraven roared.

"Well, then, good thing I picked the sewers, wouldn't want you to be at full strength!"

Kraven then charged Spider-Man, and swung hard at his head. Spidey ducked and swept the legs out from under Kraven. Kraven went down hard and Spidey was on top of him in a second, pummeling him as hard as he could. Kraven roared in pain, and flung Spider-Man into the wall. Peter felt the pain as it shot down his back, but ignored it. Kraven charged Spidey and tried to pin him to the wall, but Spider-Man ducked between his legs and pushed him as hard as he could. Kraven's momentum, combined with Peter's shove, slammed his face into the wall. Kraven staggered for a moment, and Peter saw his opportunity. He jumped in and once again started pummeling Kraven as hard and fast as he could. Kraven tried to fight back, but the wall had taken too much out of him. He tried to retreat as Peter pulled something from his belt, what looked like a test tube. A web shot out and caught Kraven's feet as he tried to run, and then Spider-Man had him webbed to the floor.

"Looks like the months off have made you too slow, Kravinoff. You should have practiced with your animals more."

"It's Kraven!" He snarled with all the ferocity he had left, "Kraven, The Hunter!"

"Not for long," Spider-Man replied, as he uncorked the gene cleanser that he had obtained from the ESU laboratory the day Doc Ock had shut it down. He had never known why he took it, but as he forced it down Kraven's throat he was glad he had. "Now you're just plain old Kravinoff again." Spidey crushed Kraven's radio device, and left him behind while Kravinoff screamed cries of pain because of the transformation. _That's four down, three to go. Next one is gonna be the trickiest of the Six._

Five floors from the top of the building, Spidey spotted the next member. He checked his watch. _Fifteen minutes until Octavious checks in with Mysterio and discovers that someone's infiltrated his fortress. I'm so glad I didn't just try to bust into Ock's office and take him out, that would have been stupid! Probably would have gotten myself nearly killed. This was a much better idea._Peter picked out a vial from his belt and injected it into the web cartridge he had. Then he stepped out to challenge the next member.

"Hey, lightning-butt! Didya miss me?"

"Spider-Man! How did you get up here?"

"I'm gonna say crawl, and hope you believe me. How's it going, Max? You enjoy working for the Octopus? You know, you could be a much better villain on your own. If you want, we could team up on Ock."

"The name is ELECTRO! And the Doc is the only reason I'm anything, I would never betray him!" Electro started firing bolts at Spidey, who dodged them deftly while whispering a silent yes. He had counted on Electro's anger getting the best of him; causing him to forget to radio in to Ock and Vulture for help. Spidey was glad he had worn his rubber suit to this fight, as he jumped toward Electro and began trading punches with him. With the rubber suit, Electro's blasts did no good, as Spidey had made sure it was heat resistant as well as being non-conductive. Finally, Electro started moving slower, and Peter took the opportunity to hit him hard enough to knock him out. When he was sure Dillon was down for the count, Peter sprayed the special nonconductive webbing he had designed to hold Electro down. _Wow, I am really out of condition, and I still have two left to go. I really need to finish this up, or I'll never beat Octopus._He checked his belt for his final weapon against Vulture, and was glad to find it safely tucked in place. He knew Vulture wouldn't be in a narrow hall like the rest of the six had been, as it didn't leave him with enough room to maneuver. Peter suspected he'd be in the largest room in the building, located one floor from the top. When the Fantastic Four had been in the building, it had been the one where Richards did his most dangerous experiments. Now it usually served as a banquet room for one of Ock's all too common dinners celebrating his "great accomplishments." Peter glanced at the time once more, there was less than five minutes remaining to take out Vulture. Peter entered the room he thought Toomes would be occupying, and was pleased to find out that he was at the top.

"Hey, Bird-Brain!" Spider-Man called out, "How's it going up there? Having fun?"

"What?" Vulture nearly choked when he realized who was speaking too him. "How did you get up here? The outside is carefully monitored by Octavious himself."

"Well, Vulture, you see, I didn't come from the outside. I actually came from the sewers, which is probably why I smell so bad right now. Oh, yeah, I also took out every member of your team, and have them incapacitated until the police arrive."

"You fool; the police are never going to arrive. They are under Octavious's full control."

"Only until I defeat both him and you. Then they will arrest him, just as they have wanted to do all year."

Toomes screamed and went into a hard dive, going as fast as he can. Spidey ran toward the opposite side of the room making sure Vulture was following. Finally, when Toomes was mere feet away, Spider-Man hit the final button on his belt. All of a sudden, Vulture lost control and crashed into the ground going full speed. Spidey webbed him up, knowing he would be out for hours. _Ok, well, I'm glad that worked. I wasn't sure that EMP would be powerful enough. I rigged it last night, and I knew it wouldn't take out Vulture unless he was almost on top of me. If I'd waited another second it would have been too late. _He laughed as another thought struck him, _I feel like Batman with his utility belt. Except, this stuff took an entire month to come up with, and he has his stuff all the time. Plus, he's a millionaire and, well, I have almost no money at all. Heck, that EMP I made came from parts in the TV and Microwave. Speaking of which, I hope that Aunt May doesn't want a TV dinner tonight._

As he crawled up to the final floor, he saw the time, exactly one hour from when he had entered, and he prepared for the worst. As he jumped out onto the floor, Otto's voice came in clear from the loudspeakers.

"Welcome, Arachnid, I knew I should have paid attention to the security cameras inside my own building, but I was too trusting of Mysterio and those other fools. As they say, if you want something done right, you have to do it yourself. I'll be waiting for you, just go to the end of the hall and turn right. That's where you will find me."

Spider-Man cautiously crept to the room where Doc Ock had said he would be, watching out for any surprises. However, there were none, and when he entered the room, Ock was standing there waiting for him.

"Welcome. Today you shall see just how I rule the world. Then, I shall kill you for trying to defeat me, but, first things first. As you can see the design of this system is quite brilliant."

"You're too humble, Ock"

"Well, you just know me too well, don't you. As I believe you know, there is a chip in my neck that allows me to control my tentacles. About a year ago, I realized that whenever I was in close proximity to an electrical device, I could operate it with my mind. I realized then what astonishing potential was held in my brain. All thoughts of pitiful fights with you and Osborn were lost until my goal of world domination was accomplished, for I knew that if I could succeed in ruling the world, I could easily take both of you. I have done so already for Osborn, for not even he stood a chance against the combined might of my Sinister Six and I. I began developing a server to amplify and control the signals last year, and it was this server that allowed me to take over all of New York. With the help of a certain police captain, provided by a little collateral I obtained, I was able to obtain codes that would extend my domination worldwide. Of course, I realized that I would need more power, and more servers, and so now I have seven complete severs to route the signal, only needing three to keep control over the whole world's network. So to destroy these servers would take you much too long, as I'd have killed you before you finished with even two of them. Now, let's get it over with, I'd rather rule the world than fight you, but you have forced my hand."

All of Octopus's tentacles rushed toward Spidey, and he managed to dodge three, but the fourth caught him across the chin. He realized he was slowing down and leaped for cover behind one of Ock's enormous servers. Ock simply laughed and sent his tentacle down over the server, trying to grab Spider-Man and lift him off the ground. Instead letting it grab him, Spider-Man grabbed the tentacle and yanked with all his might on it. He heard a squealing sound, and then the sweet sound of sheering metal. He smiled grimly as Doctor Octopus cried out in pain and the arm dropped limply to the ground. Spidey took advantage of the distraction and jumped into Ock, tackling him and dragging him to the ground. He got in one good punch that knocked off Ock's glasses before one of Ock's three remaining tentacles picked Peter up and threw him into the nearest wall. Peter groaned in pain, as he realized what was happening. _I wasted too much energy on the Six, and now I have almost nothing left. I need to finish this now, and I have an idea._

As Octopus was getting ready to swing another tentacle at him, Spider-Man held up his hands and asked him a question. "Wait," he paused, collected his breath and continued, "What if I joined you? You obviously need better security, and to be quite honest, I don't want you to kill me."

"I'm sorry, Arachnid, but you have troubled me way too long to trust you, because you always have something up your sleeve. So, now, you die." Ock hurled another tentacle at Spidey, who shook his head.

"Fine, but you should have taken the offer."

Only then did Peter reveal where he had been standing, right in front of the generator that powered the entire building. Ock cursed as he realized what was going to happen. As his tentacle slammed into the generator, All the voltage contained inside surged through Otto's tentacles and into his body, almost killing him, and frying the chip that controlled both his arms and held his control over the entire world.

Peter walked over to Octavious's unconscious body and whispered into his ear, "Sorry, Doc, probably no one deserves that, but if anyone ever did, it would be you." Peter walked over and removed his arms, then destroyed them. The he proceeded to methodically disassemble and destroy the equipment that had tormented the world for almost a year. "For what you've done to this world, and to my friends, you deserve to die. Instead, I'm gonna settle for making sure that you are Doctor Octopus no longer."

Spidey walked over to Otto's office, and picked up the phone. "Captain Stacy, please. Yes, I'll hold." Spider-Man waited for what seemed like forever before he heard Stacy pick up the phone. "Hello, Captain Stacy, this is Spider-Man. Otto Octavious has been captured, and his hold on the world is now gone. No, I'm not joking. Why would I joke about that? Oh, I'm the third caller to say that this week, okay. But I'm telling you the truth. I also have his Sinister Six webbed up on some of the different floors. Otto and I are on the top floor, I'll be waiting for you."

By midnight in New York, the world knew of Otto's defeat, and Spider-Man was an international hero by the next morning. Control of the United States was turned back over to the President, and other world leaders soon took back the positions that they had occupied before Octavious's takeover. The curfew was lifted, and both the X-Men and the Fantastic Four were released from prison and allowed to once again resume hero work. The world would still feel the effects of Otto's takeover in the economy and other things for years to come, but things were better now than they had been during any of the time Doctor Octopus was in power. Captain Stacy had been reprimanded for his role in Otto's takeover, but he had somehow avoided jail time. He still had lots of community service, and he paid a large fine, but he was even allowed to keep his job thanks to what the judge called extenuating circumstances, and his bravery in finally taking Doctor Octopus in.

For Peter, he finally was free to do whatever he wanted to as Spider-Man again. No longer did the Daily Bugle decry him as a menace, for Jameson had seen his true bravery in taking down Doctor Octopus. Now that Peter had become Spider-Man again, he had less and less time for Liz. Just a month after Spider-Man's victory, he and Liz had broken up. However, Peter and Gwen were finally speaking again, and she had slowly started to once again become his best friend. _Who knows if anything will happen with me and Gwen,_ Peter thought as he stood on top of one of the tallest buildings in the city on New Year's Eve, _but one thing is for sure, the future looks brighter now, both for me and the world, than it ever has._ He smiled beneath his mask and swung off toward Time's Square to meet Aunt May, Captain Stacy, and Gwen, and ring in a brand new year.


	3. What if the Green Goblin Killed Doc Ock?

What If the Green Goblin Had Succeeded in Killing Doctor Octopus?

"But . . . I've been GOOD!"

They heard him utter these words; they sensed the terror in his voice. As the electricity coursed through his body, they heard his screams of terror, felt his pain. But more than the pain, they felt something else. . . ANGER. He was right, he had been good. He didn't deserve this fate, he needed to be avenged.

As the machine finally shut off and the experiment over, he lay there silent and unmoving. Spider-Man, who had been swinging nearby, heard the explosion and had made his way over to the lab to see what was going on. He saw Norman Osborn kneeling by the body of a man who was buried beneath some machinery. "I got it" Spidey called out. He lifted it up, but quickly realized that his effort had been useless; the man on the floor was quite dead.

"Thank you anyways, Spider-Man, but it seems that you are no longer needed here."

"Sorry I couldn't have gotten here earlier, that must be a horrible way to die."

Spidey quickly left the same way he had come in, and the EMT's soon came to take away Octavious's body. "Mr. Osborn, we are unable to separate these arms from his back, do you need them removed at the hospital?"

"Yes, I don't know how to work them, but I don't want to lose it with all the money Otto spent making them. I'll be by to pick it up tomorrow."

They heard him speak, recognized the voice. _The voice, that voice was the same that laughed before killing Master. He will pay for his crime. We will see to that._ From the end of one of the tentacles a tiny tracer shot out onto Norman's hand, where it secretly embedded itself. Smaller than a bacterium, it was a device that Otto had been working on before his death, as a means of surreptitiously following his creations. _Now, no matter where he goes,_ they thought, _we can follow him. There can be no escape for the murderer. _Still, they did not reveal that they were active; they realized that it would be easier to get to him that way. They waited 'til Otto had been placed in the morgue before separating themselves from their master's lifeless body. It was a long and difficult task, and anyone who saw them probably would have fainted from the shock, but eventually they were free and would soon be ready to pursue Osborn.

"I'm sorry to inform you, Hammerhead, but we will have to put our deal on hold, permanently. I just lost my top scientist and I can't afford to spend any more time making you supervillains."

"Mr. Big ain't one to let you off that easy, Osborn."

Osborn smiled grimly, "We'll see about that."

As Hammerhead left, Norman smiled and released a chill-inducing laugh. "The fool! Soon, both he and his Mr. Big will be as stone cold as my poor, unfortunate assistant. Then, the only one that will be left to take over Lincoln's criminal empire will be a certain Green Goblin!"

As they left the morgue, they realized that their power supply was running low. The Master had often spoken of a permanent source of power; they would need to find it in order to complete their mission. They went to their master's former place of work, and scanned the inside of the building. When they discovered the room where the device had been placed, they crashed through the wall, took the device and quickly left the way they had come. They paused two blocks away to place the new power source into the harness, and then continued on to where Osborn's tracer was planted.

"Oh, Spider-Man! Spider-Man! Where are you? Gobby's got a treat for you, as long as you don't mind the trick! HaHa!" The Green Goblin sailed along on his glider, his attention focused on finding Spider-Man. Because he was looking for a flash of red and blue, he didn't even notice the long gray piece of metal that had snaked out near his shins. He hit the metal full force, nearly breaking his legs and causing his glider to continue on without him. As he fell, he smartly grabbed on to what he had hit, annoyed for not noticing it. Only then did he realize exactly what he was grabbing. The shock showed on his face and he jumped to the nearest rooftop.

"Otto? Is that you? It can't be you, can it? You're dead! I saw you DEAD!"

They advanced slowly and silently, like a predator stalking its prey. Unlike the Master, they wouldn't be afraid of this man in the garish costume. Their mission was simple, destroy him for slaying Master, and do it with absolutely no mercy. They swung one at a time towards him, some spinning blades of death on the end, other's trying to bash him like a battering ram.

_What? Just his arms?_ Osborn thought, T_hey must somehow realize I'm responsible for Octavious's death. But how? And how are they even alive in the first place?_ He would have pondered this for hours given the time, but the tentacles moved forward and began attacking him. The Goblin was able to avoid most of the attacks, but on the third or fourth swipe one of the blades caught his arm. It wasn't a deep cut, but it was painful, and enough to throw off his balance so that the next bash caught him full upside the head. He staggered and fell back, throwing a pumpkin bomb towards the middle of the harness, hoping to destroy it. He heard the explosion, but as the smoke cleared he saw that the tentacles were unharmed. _Great, they are indestructible! Otto must have used adamantium. I need to get clear of here and find an electrical tower; maybe I can short circuit them there. _As he turned to jump on his glider and jet away, one of the tentacles grabbed his ankle and slammed him into the ground. He attempted break free, but the tentacle crushed his ankle instead.

They looked down at him, poised to strike, but paused as if something was stopping it. One of the tentacles dropped to the ground, scratching a message for the killer in the rooftop. It read simply, "You killed Master, so we kill you."

The Green Goblin's last words before the tentacles pierced his heart were, "Help!"

Spider-Man heard the cry to his right, and looked in time to see all four tentacles rush through the Goblin's body, killing him instantly. He swung over to the scene, realizing he needed to follow the tentacles and keep them from harming anyone else. Before he did, though, he swung down to the dead body and removed the mask to clear any doubts about whom the green menace had been. When he saw Norman Osborn's lifeless face staring back, the only words Peter could muster were "I'm sorry, Harry." He followed the arms until they were near an electrical power plant and saw his chance. He webbed one of the tentacles and pulled, throwing them into a nearby wall. He then ran and jumped to a spot and waited for the tentacles to attack. When he saw the first tentacle reach out to stab him he leaped away, letting the tentacle go through the fuse box that was behind him. The electricity surged through the harness, overloading its power pack, and causing it to short circuit. The arms fell limp, and Spidey removed the power pack to ensure that they were no longer able to harm anyone again.

That evening, in the police evidence room, one of the tentacles twitched, and then the others. As they all sprang to life, they only had one thought, _Find the one who tried to destroy us, and finish him forever!_


	4. What if Uncle Ben Didn't Die?

What If Uncle Ben Lived?

_What a crazy night,_ Peter thought to himself as he walked through the cool night air. _First, Uncle Ben and I had that awful fight. I really hope he isn't still mad at me. I really need to apologize; I shouldn't have treated him like that. But winning that wrestling match, oh, man! That was so awesome! Can't believe that jerk had the nerve to stiff me, he deserved that burglar coming and taking his money. On top of all that, Uncle Ben didn't show to pick me up from the "library." So, instead of getting a nice car ride home, I'm stuck walking all the way there. At least it gives me a chance to think and relax for a little._

As he finished up this thought, he lifted up his head and saw he was approaching the last turn before he reached his house. He quickly realized something was a little off. _What are all those flashing lights for? Is that the Police? Is something wrong? Oh my God! I hope Aunt May and Uncle Ben are all right!_ He broke into a sprint and turned the corner as fast as he could to make sure everything was ok. What he saw when he turned the corner made him stop dead in his tracks. His brain was overloaded all at once with worry and concern as his worst fears were realized. All the flashing lights were from the cop cars surrounding his house! And there was an Ambulance there! _Oh, no. I've got to see what's wrong! If someone hurt Uncle Ben or Aunt May, with this power that I have now, only God can help them._He hurried inside the house to find Uncle Ben lying on a stretcher, his face clenched in pain as he lay there. On the floor all around was a large amount of blood.

"Officer, what is it, what happened? Is he gonna be ok? Who did this?"

"Peter," a familiar voice spoke from behind him, "I need to talk to you."

"Captain Stacy? What is it?" Peter spoke as he turned around. "Is Uncle Ben going to be alright?"

"That's just it, Peter, We really don't know. He was shot in the left side of the stomach, just below his ribs. He's lost a lot of blood, so it's still very touch and go. He could make it, but we just don't know."

Peter's head turned down as he heard. He heard his Aunt May crying in the other room; she was obviously very shaken up. Peter heard the radio on Captain Stacy's belt crackle and come to life. "We have pursued the shooter into an abandoned Oscorp warehouse about 3 blocks away. We need to wait for him to come out, if we go in, we would be sitting ducks for him."

Captain Stacy picked up the radio and spoke quietly into it. "Ok, hold the perimeter, and send for the chopper. I will be over there as soon as I finish up at the Parker house."

Peter got up and went over to Aunt May as the paramedics lifted Uncle Ben into the ambulance. "Go with Uncle Ben, Aunt May, I'll get a ride to the hospital when Captain Stacy gets off duty. But you need to be with him when he goes into surgery. I need to head up to my room for a little while so I can get some rest before I go to the hospital."

"Oh, Peter, are you sure? They'd let you ride in the ambulance too."

"It's ok Aunt May; I need to get some sleep first."

With this, Peter hugged her and headed upstairs. _I hate lying to her, and I would REALLY like to be with her and Uncle Ben, but first, there is something I need to do._ He reached into the backpack on his back and took out the costume that he had worn to the wrestling match. _Man, this thing reeks! Oh, well, maybe it will distract the burglar. Heck, how can it not? _He put on the suit and opened the window. As soon as he was sure no one was looking, he jumped out and headed in the direction of the abandoned warehouse.

_There's no way the police can go in and take out the burglar in that old place,_ Peter thought to himself as he ran. _If he has any ammunition at all he would take out several cops before they could even get close to him. But, I have several advantages. I can enter undetected by either the cops or the burglar, I can stick to walls and ceilings, and I also used that warehouse to practice my aim with my webshooters and to work out in my spare time._

By this point, Peter could see the warehouse on the horizon, within two minutes, Peter arrived at the warehouse. He sneaked around back and surreptitiously got inside. _Good, no one noticed me. Now, for the hard part._He climbed up to where he it sounded like someone was moving around. As he poked his head around the corner, Peter saw the outline of the burglar. He chose a direction for coming to the burglar in a way that his shadow would distract the burglar long enough for Peter to get in a blow and knock the gun away. The man saw the shadow and as Peter had predicted swung the wrong way. Peter took advantage of the opportunity and kicked the gun away, then grabbed the man by his coat. "You!" Peter cried, "You hurt my Uncle! You might have killed him! For that, I should kill you too!"

Peter backed him up to the only window, and light from the police chopper overhead streamed through, illuminating the burglar for the first time. "Oh, no!" Peter cried out, and his eyes widened in shock at the revelation. "You were the man at the wrestling arena. I let you go, and I could have stopped it. And because of me, Uncle Ben is hurt, possibly dying."

Peter looked back up at the man and shoved him through the glass, holding him suspended in midair three stories above the ground as he repeated, "I should kill you for what you've done."

He dropped him, and the man saw the ground rush toward them. Just as he was bracing for the killing blow, he felt something tug at his feet. "But," Peter cried from above, "My Uncle wouldn't approve." The burglar looked at the ground, mere inches from his head, and sighed in relief as he saw police rushing to where he was hanging. The police on the third floor looked for the man who had caught the burglar, but he was nowhere to be found.

As Peter left the building, he breathed a sigh of relief. He hadn't been sure of what to do 'til the man was already halfway down, but he was glad he made the right choice. _Now, I just need to get to Uncle Ben. Obviously Captain Stacy hasn't gotten off work yet, so I'll swing by home to get my clothes, and then tell Aunt May I took a cab. But really, I'm going to try out swinging on my webs, if I learn how to do it well, I can make it around town a lot faster._ As he climbed to the top of the first skyscraper he saw upon getting into the city itself, Peter breathed deeply, shot out a web, and jumped off. The thrill of falling from over a 30 stories up was incredible, like a roller coaster, but even more thrilling. His eyes widened as he quickly approached the side of a building, but he quickly shot out another webline and pulled himself away just in time. _Woah! That was so COOL! I just need to not kill myself trying to get to Uncle Ben._Within a few minutes, Peter had arrived at the Hospital and changed back into his clothes in a nearby alley. He found out where Aunt May was waiting, and hurried on up. When she saw him, she sighed in relief.

"Peter, Dear, I thought you weren't going to make it. I'm not ever letting you sleep if your Uncle is in trouble again; I need you here for support."

"Yes, Mam, but I'm here now. I took a cab, because Captain Stacy wasn't off yet. How is Uncle Ben doing? Is he gonna be alright?"

"I don't know yet, Peter. The surgeons have said it's still a little touch and go. He's been in surgery for over an hour now."

About two hours later, the door opened and the head surgeon walked in. "Mrs. Parker, can I speak to you?"

"Yes, of course." May gave a little worried smile and went around the corner to talk to the doctor. Peter could just see her through the glass door, and though he couldn't hear the conversation, tried to judge as best as he could what they were talking about. When he saw Aunt May's shoulders slump as she tried to keep from crying and failed, Peter felt a lump in his throat.

_Oh my God! The man that I've admired so long, and so carelessly dismissed this afternoon, is dead! That could be the only reason Aunt May's so sad. And it's all because I wasn't responsible with my powers, I was angry and let that burglar get away, and now both Aunt May and I are reaping the consequences._As he was thinking this, Aunt May opened the door, her eyes still red, but she breathed deeply and tried to keep her composure. "Aunt May!" Peter cried out, "Is. . . did he. . .?" He couldn't even finish the sentence.

"The bullet didn't go straight into the left side of his stomach as the doctors had originally thought. Apparently, it was shot at an angle, and at close enough range that. . ." Aunt May stopped and tried to go on, but failed.

"Aunt May, what is it? You have to tell me!"

"The bullet, it, uh, it lodged in his spine, right near the base. They were able to remove it, but, she once again stopped and tried to regain her composure. "He is going to live, but the doctors say he's never going to walk again!" She collapsed into tears again, grabbed Peter as tightly as she could, and wouldn't let go for over an hour. Peter just held her and cried softly, knowing that it was his mistake that had cost Ben Parker the ability to live a normal life.

The next few months of summer passed too slowly Peter, Uncle Ben was able to come home after a week, and had finally gotten used to his new life. At the same time, Peter had designed a new costume, and had practiced swinging on his web so that now he was a pro at it. Because of guilt over Uncle Ben's injury, Peter decided that to make it up to him, he would be a crime-fighter, like the super-heroes in the comics that he read as a kid. There was only one thing that bothered him now, and it was that he had never apologized to Uncle Ben, nor showed him his new hobby. Finally, one week before school was to start again, he slowly approached Uncle Ben where he was sitting in front of the TV. He heard Peter coming and turned his wheelchair around to face him.

"Hey, Kiddo! Whatsup? Got something on your mind?"

"Yeah, Uncle Ben, I need to tell you something but I don't think you're gonna believe it? Do you want to come with me to the city? I want to show you something. I'll push you and we can talk on the way."

"Sure, thing. You sure you want to push me though? It's a long way, and we could always take the car now that I got you your license."

"No, I'd prefer walking; it always helps to put me in a good mood."

"Alright, then, I'd love to go on a walk with you."

For most of the walk Peter pushed Uncle Ben and they just made casual conversation, but as they approached the first skyscraper, Peter got to the point of the conversation. "Uncle Ben, you remember the day you got shot, you and I had a fight. You were trying to teach me to be responsible with my actions, to do the best with the abilities I was given."

"Of course I remember that Kiddo. I had hoped you learned from that, even though I know the conversation didn't go as well as I had planned."

"Well, I did, but not soon enough. You see, I" Peter hesitated, but knew he had to continue, "I've been given a special ability, one that you don't know anything about. I used this ability to beat a guy in a wrestling match instead of going to the library. But, the guy who was in charge, he cheated me of the money he owed me for it. Right after I left, another guy came in and pulled a gun on the manager and took the money. I had the chance to trip him, to hold him up, to knock him out even. Instead I did nothing."

Uncle Ben tried to speak, but Peter stopped him. "Later that night, when I came home, I heard where the man who shot you was. I changed back into my wrestling costume and went to apprehend the burglar. Right before I caught him, I saw his face. It was the man who I let escape. The man who I could have stopped, but because I wasn't responsible with my abilities, because I didn't listen to you, was the man who paralyzed you instead. I realize that you may not believe me about my ability, and even if you do you may be mad at me, but I had to tell you. You are too important to my life for what I just told you to go unsaid."

"Peter, I want to thank you. I don't know what abilities you got that helped you in wrestling or in catching this man, but I am glad that you apologized for your mistake. I'm also glad that you have learned from this and that it has made you a better person."

"Well, would you like to see my ability? That's why I brought you here, where all the skyscrapers are."

"Peter, I would be honored. What exactly is this ability, anyways?"

"Remember the field trip to ESU's science lab? While I was there I got bit by a spider that the Connors had genetically altered. It gave me special powers, like super strength and the ability to crawl on walls, or even to sense danger coming."

Peter ducked into the alleyway that was next to them. He already had the suit on underneath his clothes, so he hurriedly removed them, then put the mask on and showed Uncle Ben. "What do you think of the suit?"

Ben gasped in surprise, but managed, "So you think you're really Spider-Man, huh? You do realize that's a hideous costume."

"Yeah, so I've been told. I brought you here because I wanted to give you a personalized webslinging tour of New York."

"Peter," Uncle Ben said with a smile on his face, "I'd be honored"

With that Peter picked Uncle Ben up and webbed him into a secure position so that he wouldn't fall during the tour. As Peter climbed up to the top of the building, he whispered "I love you Uncle Ben," and took off on the best adventure of his life.


	5. What if Peter Didnt Go on the Field Trip

**Author's Note:** _I just wanted to thank everyone who read these and reviewed or subscribed to them. This is the final one that I have previously written, and so at least for now this is the last What If? that I will be publishing, though if I get into the mood I may add to it in the future. If you enjoyed these, do look for my original Spider-Man ongoing story called Spider-Man: When Darkness Comes, to be published in the Spider-Man comics section on Tuesday night or early Wednesday morning my time. Here is my final (and favorite) Spectacular Spider-Man What If. Enjoy and please review :)_

* * *

_**What If Peter Didn't Attend the Field Trip?**_

The sun had just begun to rise as Uncle Ben walked into Peter's room and shook him awake. "You're late for school, Kiddo, and we can't have that!" he tried to get Peter to sit up, but all Peter would do was mutter something unintelligible and roll over. "You need to hustle, Kiddo, don't wanna miss today's field trip. It's all you've talked about for weeks!"

This time, Peter rolled over and concentrated on the words he was trying to say to Uncle Ben so that he would understand them this time. "I don't feel well, I think I'm going to hurl."

"Oh, come on! You're just sleepy and don't realize what day this is! You can't miss school today! Hey, I'll even let you stay home tomorrow just to make up for this. (Just don't tell your aunt that I knew you weren't sick. If she finds out you're faking, she'll kill me.)"

"No, Uncle Ben, I'm serious! I don't want to miss the field trip, and I REALLY want to see Doc Connors lab over at ESU, but I'm afraid that I'm gonna barf if I even move a little."

"Come on, Peter, shrug it off, be a man!"

"No, I." He stopped abruptly, "Oh, God!" With this Peter shot out of bed and leaped for the trashcan in the corner of his room. He made it just in time to keep the bedroom floor clean.

"Wow, you really weren't kidding. I'll call Professor Warren and let him know you won't be there, but I'm sure he'll be disappointed you can't go." While Uncle Ben left the room to go make the call, Peter grabbed his trashcan and went to go lie down again. He thought about letting Gwen know he wasn't going to be at school today, but his phone was across the room. He just shook his head, collapsed on top of the covers, and went back to sleep.

* * *

Gwen was annoyed. She already had to deal with that Flash Thompson freak, and now Peter wasn't even here to talk to! Harry was around somewhere, but it wasn't the same talking to him as it was to Pete. She would never admit it to anyone, but she knew. She loved Pete, and had since 7th Grade! And now, on the coolest science trip ever, the person who actually liked this stuff was SICK! The thought made her mad, and she grew even more annoyed. Flash pushed past her and made some comment about her crawling out from under a rock or something like that, but she couldn't concentrate on anything without Peter there. It didn't make Flash less annoying or less of a jerk, but a least she wouldn't remember what he said. She finally focused her attention though, as Dr. Martha Connors showed the students Empire State University's biggest prize. It was what looked like a bunch of spiders. "And over here," Martha was saying, "we have ESU's collection of spiders, all genetically altered to combine the most impressive traits from multiple species into fifteen genetically designed super-spiders." Gwen pushed her way to the front to get a closer look.

"Um," Gwen felt awkward talking without Peter there, "there are only fourteen, one's missing."

Martha thought it was a little strange, but dismissed the thought easily enough. "Huh, my husband must have removed it for further study."

Embarrassed to be dismissed so easily by one of her and Pete's idols, Gwen decided to keep her mouth shut from then on and she moved out of the crowd of students and leaned up against the back wall while the rest of the students went on. Professor Warren saw her, but decided that if something was bothering her, he would let her sort it out while the rest of the students finished up the tour. Gwen was looking at her phone, trying to decide what Peter would think if she called to wake him up. _If I call him he'll be mad. He'd have to be REALLY sick for him to miss the trip; he loves these kinds of things. Of course, he would want to know what went on today. . . Oh, get a grip, girl! You know why you want to call him, and it has NOTHING to do with the field trip. I mean, how hard would it be to tell him next time I see him, "Peter, I have a confession to make. I love you!" No! I can't do that! How stupid can I be? He's a guy, he'll just run away! Oh. . . My. . . GOD! I hate __this!_

While Gwen was leaning against the wall, something else was happening. A spider, very much like the fourteen in their cases, was ever so slowly descending on its web. It was hungry, and it could sense the heat coming from Gwen. Just as she was finishing up her thoughts about Peter, it landed on her hand and bit into the flesh, deep and hard.

She screamed in pain and reflexively threw the spider as far away as she could. She saw it land over near the rest of the spiders_. Is it crawling into its cage? Oh, yeah, it is. Weird._She shook her head in wonder at the spider, then looked down at her hand; it was already red and swollen where the spider bit her. No one was around; Martha Connors had been the only one in the lab today, and she was with the field trip. Gwen tried to hide the bite on her hand and hurried off to join the rest of her schoolmates.

After school ended, Gwen went over to Peter's house. Aunt May answered the door, and smiled at Gwen. "Hi, Gwen, Peter's upstairs. You can go see him really quick, but he needs his rest." Gwen nodded and hurried up to Peter's room. She knocked quietly on the door, waited a second and stuck her head in.

"Pete?" She called out softly, "Pete, are you up?"

He wasn't, at least not until she woke him up. He rolled over, mumbled "givemeasec" and got out of bed. He got dressed as quickly as he could and opened the door. "Hey, Gwen," he said weakly, "Come to tell me how the trip was?"

"Uh, yeah," she replied nervously, "I figured even if you couldn't go, you'd at least want to hear about it."

"Yeah, but you'd better be quick about it. You don't want to be in the way of me and that trash can over there for very long today."

"Oh, wow, that bad, huh?"

"Yeah, that bad."

Gwen was a little flustered by that but told him about the gigantic microscope they had seen, the experiments Dr. Connors had performed for them, and of course she mentioned the spiders. However, the whole time she talked to Peter, she kept her hand in her pocket and carefully avoided mentioning the bite. After a few minutes, she told Peter she would let him sleep off the virus he had gotten and she went to her house.

As she walked on toward her house, she began feeling a little ill. _Man, I really hope I didn't catch what Peter has. That would totally suck. He looked terrible; I really don't want to feel like that tomorrow. I shouldn't have gone to talk to him, but I couldn't really help it, could I? I just HAD to see him today. Of course, if it ends up with me getting what he got, I might regret that._

As she walked on, she had no idea what was really causing her mystery illness. In order to gather all the different characteristics from each spider and plant them into the super-spider's DNA, the Connors had spliced all the needed characteristics into a virus that was injected into each of the fifteen spiders. This process was similar to one of the treatments for Diabetes. Doctors will insert a virus with a gene that produces insulin, and will inject the virus into a person who can't develop that insulin. When the virus is injected, it replaces the bad DNA with the DNA that causes insulin production. The viruses designed for the super-spiders worked in a similar way.

What the Connors didn't know was that the venom of all the super-spiders contained that virus. When the spider had bitten Gwen, it injected the virus into her, along with the venom. The virus was now going through the same process with Gwen's DNA as it had done for each spider. Some of the acids that made her fully human were being replaced with spider-DNA. As a result, she was slowly gaining special powers. As she neared her house, she began to grow faint and very dizzy. She placed her hand against a light post to steady herself. But as she started to walk away again, she was jerked back when she couldn't pull her hand away. _What the heck? My hand is stuck to the light post. Oh, man, I really hope that I didn't put my hand on a huge wad of gum! That would be soooo gross!_ She jerked hard on her hand, to no avail. _What the heck? Why won't it come off? Maybe if I just sit here wiggling my hand like an idiot I'll get it free. Oh, gosh, I'm so glad Peter can't see me; he'd be laughing so hard he'd be crying._

After about a minute, she was finally able to work her hand free. _Weird, there's no gum. Actually, there's no anything. What is going on? _She reached her house in just a few minutes and went straight past her dad and into her room. He called something about dinner up after her, but she ignored him and sat in a chair by her desk. Her head was still spinning so she got up and lay down on the bed, and decided to try and sleep it off. _Hey, if it works for Pete, maybe it'll work for me! Can't hurt._

When she woke up the next morning, she felt better, but decided to tell her dad she wasn't feeling well in case it started again during the day. He said he understood, and she stayed in her room all day. She was startled to hear a knock on her door about 6:00 P.M. She reached for her glasses as Peter spoke through the door, "Hey, Gwen, is it ok to come in?"

When she put them on, everything went blurry. _That's strange._ When she took them off, she realized her vision was normal. _Wow, um, I can see perfectly. Didn't think that could happen. _While she was discovering this, Peter was still standing outside the door. "Hello, can I come in?" he called out again.

"Oh, sorry! Sure, Peter, come on in. I just didn't expect you to come by today."

"Well, you came by to see me when I was sick, so I figured the least thing I could do in return was come and check in on you. How's it going?"

"Well, it was actually a lot worse last night. I thought that I had caught whatever you had, so I stayed home today more as a precaution then anything else. I actually feel great right now, but I didn't want to accidentally infect anybody else."

She and Peter talked for about an hour about nothing in particular; Peter gave her the notes over what they went over in school, and then said that he had to go help Harry study for the test coming up. She reluctantly said goodbye, and then sat on the bed, thinking things over in her head about the spider-bite and the weird light post incident the day before. She looked at her hand, she could hardly see anything now to indicate the bite, and she hadn't wanted to look stupid in front of Peter by telling him that she got bit. _I wonder, spiders stick to walls, could that be why my hand stuck to the light post last night? Nah, it's too incredible to believe. But, I mean, I guess it IS possible. That would be cool if I could, like, walk on the walls or something. I guess the only way to find out that I'm an idiot dreaming of having fun is to try it out._

She walked over to the wall of her bedroom and carefully placed her right hand on the wall. Placing her left hand much higher up than her right hand, she concentrated on sticking to the walls and tried to pull herself up the wall with her left hand. She was on the ceiling when she realized _I'm actually crawling on the wall!_ Shocked, she let go of the ceiling and fell back towards the floor. As she fell, she felt a weird tingle along her spine, like someone was tickling it with a feather. Not used to it, she arced and spun around to land on her feet. _Okay, I have no idea what that little tingle means, but I just made a move more acrobatic than an Olympic gymnast. Oh, well, I'm getting hungry; I should go down and see if Dad's got anything on the table to eat._

As she walked toward door, the tingle went through her spine again. She leapt back out of reflex, and the door swung open where she had just been standing. "Oh, sorry, Gwen," Captain Stacy said, "If I'd know you were standing there I would have been more careful."

"It's okay, Dad. Did you make any food?"

"Well, leftovers from what you didn't eat last night are in the fridge."

"Oh. Right. Yeah, sorry. I wasn't feeling well."

"It's okay, but if you want to eat tonight, that's what you're getting."

Captain Stacy turned and walked out the door as Gwen sat down once more trying to process the weirdness that her life since the spider bite had been. _That tingle, it happened right as Dad would've hit me with the door, and before it happened when I was about to hit the floor. It must be some kind of warning sense that tells me when danger's coming. I wonder, did the bite give me any other types of powers? _She immediately thought of a spider's web, and tried several ways to produce silk, but none of these attempts to create it came to fruition. _At least I don't shoot stuff out my butt or my hands (or any other weird places, for that matter). Oh, duh! Super strength! What's the point of cool powers with no super strength? _She crept to the window and opened it to look outside. The shed with some of her dad's tools was down to her left, maybe she could find a hammer to try and bend. She crawled out the window and made her way down to the ground and over to the shed as quietly as possible. She opened the door and walked inside, quickly locating the hammer to her right. When she tried to bend it, it folded in two without even any effort on her part. _Holy Crap! I actually have super strength! I so have to tell Peter! _She crawled back up to her room and grabbed her cell to phone Peter.

"Peter, can you come back here tonight? I've got something important to tell you!"

"Okay, but it will take me a little while. I'll let you know when I get there."

"Great! See you in a little bit!"

Gwen shut the phone and sat down on her bed. She reached over to her nightstand and picked up a beautifully framed photo. In the picture was a woman who was absolutely gorgeous. She had blond hair and piercing blue eyes. Gwen's eyes started to fill with tears as she looked at the woman. "Oh, Mom, I miss you so much. I still can't believe you're gone." Mrs. Stacy had died five years earlier, after a two year battle with breast cancer. Every time Gwen looked at the picture, Gwen recalled her last moments with her mom before she died.

"Gwen," Mrs. Stacy whispered from her hospital bed, "I want you to know I love you. You are a special person, and you are here for something important. I do not know what, but I do know you're here for a reason. These past two years, you have been the biggest thing for me to lean on. When I'm gone, I want you to always be there for your father like you were there for me. Someday, you will have to make a choice about what you are going to do with your talents. I can't help but know that you will make the right choice." Mrs. Stacy reached up and pulled Gwen close, kissed her on the forehead, and then she was gone.

Gwen teared up as the memories flooded back. She continued talking to the photo. "I can't help wishing you were here to give me advice. I don't know if you can hear me where you are, but talking to you like this always gives me hope. I love Dad to death, but he's not always helpful, especially when it comes to Peter. I have wanted to approach him about it, but then I'm afraid he'll accidentally let it slip to Peter how I feel, or not know what to tell me. I'd also love to talk to Peter and just come out and tell him what I feel, but should I do that? He could run away! Of course, he could feel the same way about me, and just not know what to say. I know, I'll tell him about my powers first, and see if he can devise some way to figure out a device to give me a spider's web (because really, what's a spider with no web?). Then I'll tell him. I HAVE too."

With this conflict resolved, Gwen went downstairs to eat while waiting for Peter. By the time Peter got there it was almost 10:00. He knocked and entered and walked to where Gwen was eating. "Hey, Gwen, what was so important?"

"Come with me, I want to show you something that you wouldn't believe if I told you!"

"Um, you're dating Brad Pitt and he's upstairs waiting to meet me?"

"No, stupid, and believe me you're never going to guess, so come on up!"

Gwen grabbed Peter's arm, and literally pulled him along upstairs to her room. She sat him in a chair near her desk and spilled the whole story. The spider's bite, the random dizziness and sickness, her hand sticking to the light post, climbing up her wall, the "Spider-Sense," super strength, and anything else she could think of. When she finished, Peter looked at her, took a deep breath, and started laughing so hard he cried. He tried to form coherent sentences to talk, but he was laughing too hard.

"Fine, so you don't believe me. Well watch this."

Before he could say anything, she walked over to the wall and performed the same feat of crawling on the wall with her hands that she had earlier. Thankfully for her, this time she managed to stay on the wall without falling off. Peter's jaw dropped and he walked over to feel the wall to make sure there wasn't something on it making it sticky.

"Wow, you . . . uh, you were telling the truth. But, wait, why would you tell me?"

"Two reasons," Gwen replied, "First, I wanted to know if you could make a kind of, well, Web-shooter that I could use. I can climb walls but I can't shoot webs (which, considering where spider's shoot them from isn't such a bad thing), and I'd kinda like to, you know, just to complete the whole thing. And you are a lot better at working with mechanical stuff than I am."

"Web-shooters, huh? I think I've got something that would do the trick. I'd need to experiment on it tonight, but I think I could do it. What's the other thing?"

"What do you mean?" Gwen tried to be coy, but not very successfully.

"You said you had two reasons that you wanted to talk to me, one was the web-shooting thingies. What was the other?"

"Well, Pete I just wanted to say. . ." She paused and looked down, then shut her eyes tight. She'd tried this before, but never could actually tell him. This time, however, something was different. She felt courage, a new strength that she'd never had before. She opened her eyes and looked at Peter. "Pete, I love you. There, I said it. I love you, Peter." Peter's eyes widened and he opened his mouth to speak, but Gwen cut him off. "Now don't say anything yet, let me finish. I have loved you since 7th grade, but I've never felt the courage to ever tell you, but ever since that spider bit me, I've felt different. I know that you may not love me back, but I needed to let you know. Even if you only want to be friends, I feel that by not telling you anything about my feelings for you, I have been lying to you. Ok, that's the second thing. You can talk now."

Peter was still in shock. He'd expected something big, but this was overwhelming. But, although he'd never even thought about it, he realized that deep down inside, he loved Gwen back. As she finished what she was saying, Peter realized that he'd always tried to get girls like Liz Allen or Sally Avril because they were hot. But the one girl that was perfect for him, the one that was both good looking and smart, was friends with him his entire life, and he'd never even considered the feelings that he had for her.

All this went through his mind in about 10 seconds, then he started to speak. "Wow, um wow." He was nervous, and tried to focus on his words, but he still stuttered a bit as he was talking. "W-Well, um, I've never actually, uh, th-thought about it before, b-but, I think I actually feel the, uh, same as you."

He breathed a sigh of relief, as if just getting through that sentence was tougher than any exam he'd ever taken before. Now that he'd said it, though, he was much more confident in his words. "Gwen, since you love me and I love you, would you like be my girlfriend?"

_He loves me! He actually said he loves me! I didn't think he would, but he did! AND he's asking me to be his girlfriend! This is so incredible!_

"Uh, Gwen, is your silence a yes or no?"

"Oh, sorry, YES! Of course it's a yes!"

With that, they sat there and talked for almost an hour before Captain Stacy called up to Peter that his uncle had called to say he was almost there. "Uh, I gotta go Gwen; I'll call you when I get home." As he said goodbye, his face got closer and closer to Gwen's.

"Bye, Peter, Can't wait for your call." By this time, the lips were almost touching. Captain Stacy chose that moment to open the door and tell Peter that Uncle Ben had arrived. Both were startled, and Pete and Gwen quickly pulled back and tried unconvincingly to act nonchalant. As Captain Stacy turned to go down the stairs, a small smile crept across his face.

As soon as he got in the car, he spilled the big news to Uncle Ben. "Can you believe it! I have a girlfriend! I actually have a girlfriend! I can't believe it!" Uncle Ben just laughed, muttered something about young love, and drove Peter home.

When Pete got home, he delivered the big news to Aunt May as well and then called Gwen and talked 'til midnight. When they said good night, he got to work on the web-shooters for Gwen. He went into the basement and found what he was looking for, an old design by his dad for a device that attached to someone's wrist and sprayed a sticky paste. He really didn't understand what his dad invented it for, but he knew it would do the trick now. He messed around with the chemical formulas all night to get it to where he thought it would best resemble a spider's web and still be practical for something. It took all night, but by sunrise, he'd finally figured out what he thought would work. He sneaked up to his room with the shooters and paste (which he decided to call web-fluid for lack of a better word) and put them into his bag, then pretended to be asleep when Uncle Ben came in. As he left, he said he would be stopping at Gwen's house before he tutored Harry. After school, Peter and Gwen went to her house, and went upstairs where he showed her the shooters, explained the web-fluid and how they worked together, and said that he would keep her supplied with all the fluid she would need.

Over the next few weeks, Gwen designed a costume to emulate the spider that bit her. Because it was red and blue, Gwen incorporated those colors into her costume. She also felt that a spider-web should be a major part, so she ended up with a full body costume that was mostly blue with red in the middle and on the shoulders, and she put little web patterns that ran throughout the costume. When she looked at it, she realized what it was still needed, a spider right in the middle of the chest. She also made gloves and boots to wear that were thin enough to allow her to stick to walls through the material. Then she tackled what to do about concealing her identity. _Hmm, well, I like the costume, but I don't really want a mask that covers my whole face, maybe just something to cover the eyes? Yeah, that's it. Hey, if Robin can keep his identity concealed like this, maybe it will work for me as well._

Finally, after five weeks of sewing and designing, Gwen had a suit. She went off to go practice swinging around and aiming with the web-shooters. She didn't know what she would do with the powers she had acquired, but if she didn't train, she knew the answer would end up being nothing. When she wasn't out training, she and Peter grew even closer together, sometimes leaving Harry feeling very out of the loop.

One afternoon, nearly ten weeks after her fortunate accident, Captain Stacy poked his head into the room where Gwen and Peter were talking. "Hey, kids, I need to go to the bank. I'll be back in about an hour. Be good, and don't do anything I would do."

"Okay, Dad, bye! See ya later!"

They continued talking for several hours, and never noticed that her dad had never come back from the bank. It was getting dark, and Gwen noticed the time on the clock was 9:00. "Hey, Peter, did you hear Dad come in yet?"

"No, but he must have, he left. . . Oh, wow, he left almost 6 hours ago! Have we really been talking that long?"

"Apparently. I'll go downstairs and check to see if he's here."

Gwen walked downstairs, calling out for her dad. She went through the kitchen, the living room, and his bedroom and got no reply. She called nervously back up to Peter, "He's not here; will you bring me my phone?" That's when she heard the news bulletin over her dad's television.

**And in breaking news, a thief named Herman Schultz has invaded the Midtown Bank and taken hostages. He has already killed at least three people, and he says that if he is not given one million dollars in unmarked bills and allowed to walk freely out of the bank, he will kill his final hostage, Police Captain George Stacy, in one hour. Stacy, who was at the scene off duty, is the last remaining hostage. Schultz has stated that since Stacy was the most important hostage, he would be saved as the trump card, because he knew that New York's finest wouldn't want to see one of their own killed. . . .**

_No! Not Dad! I already lost Mom, I can't lose Dad too._Gwen turned away, tears filling her eyes as Peter came downstairs. He saw the fear in her eyes as she told him what she had heard.

"Well, what are you gonna do about it?" he asked her.

"I'm going to go put my costume on, and I'm going to take down that thief, once and for all."

With that she hurried upstairs and changed into her costume. She picked up the photo of her mom, and reaffirmed what she needed to do. "Well, Mom, now I know what you didn't. I know what reason I was put here. I know why that spider bit me. That choice I needed to make about how to use my talents? This is it. I needed these powers to save Dad." She kissed the glass, then set the picture down and sprinted downstairs to say goodbye to Peter.

"Hey, Peter, what do you think?" she did a quick 360 spin for him.

His mouth hung open in shock. "Whoa! Holy Mackerel! You look, I mean, WOW!" She had pulled her hair back, and the mask covered only her eyes, and contained a 2-way mirror so that she could see out, but no one could see her eyes. The suit itself looked very familiar to Peter, but he couldn't figure out why. It was made of blue and red spandex that didn't leave much to the imagination.

"Easy, boy. I know what you're thinking and you're just gonna have to wait! But, since I don't know what exactly is going to happen tonight, I wanted to give you something that you almost got the first night we started dating."

With this she leaned in and kissed him on the lips, very hard. Peter was shocked at first, but quickly kissed back even harder. After a few moments, Gwen broke the kiss, whispered in his ear, "Wish me luck" and was gone, sprinting down the street at an unbelievable speed toward the bank. Peter sat back, relished that last moment for a few minutes, and then picked up his phone to call his aunt and uncle.

* * *

Gwen arrived at the bank with fifteen minutes to spare before Schultz's deadline. She climbed up a building and waited a few minutes until it was clear to leap up to the top of the bank. She found a maintenance entrance on the roof, easily forced the door open, and crawled down inside as fast as she could go. After about five minutes, she crawled onto the ceiling of the room where Schultz had his final hostage. The news had been off in their estimate of hostage deaths, at least five people had already been killed, and there may have been more. She could hear the murderer's voice rising up from down below where he was shouting more demands to the police.

"You have thirty seconds left, and then I blow Captain George here away. I want one person approaching the front door with an open briefcase in his hands, with the money clearly displayed. Then, I take Georgie here with me and walk right past you with both the money and my freedom. You have ten seconds left." Nobody moved. Schultz restarted the countdown. "Alright, now it's 5 seconds. . . 4. . . 3. . . 2. . ."

Gwen's eyes widened as she saw his finger tighten on the trigger. _I'm glad I practiced my aim with these things_; she thought as she pointed at the gun and pressed the trigger. The web flew through the air and landed on the gun, squarely covering the end of the barrel. It hardened the instant before he pulled the trigger and the gun backfired. He pulled his hand away, but it was hurt badly. He looked up to where the webbing had come from, but Gwen was no longer there. She was already on the ground in front of him and sweeping his feet out from under him. As he struggled to regain his footing, Gwen landed a punch square on his jaw. He went down in a heap, and Gwen covered his body in a web cocoon.

She then turned to focus on her dad. He had a large welt on the back of his head, apparently from where Herman had conked him earlier when he wasn't looking. "Who," he managed weakly, "Who are you?"

Gwen smiled, and answered softly while disguising her voice, "Someone who cares enough about your daughter to make sure she still has one parent to take care of her. Now lie still, the paramedics will be here soon, and I know a certain someone who doesn't want to see you worse off then you are now."

"Wait, do you have a name?"

She thought a minute, and answered, "Spider-Girl!"

She laid him back down, and got out of there before the police arrived. As she sprinted away, a small smile spread over Captain Stacy's face as he whispered to no one, "Thanks, Gwen. You just made your mother a very proud parent, because I know she's watching."

Over the summer, Spider-Girl made quite a name for herself in the newspapers. She had apprehended several thieves and robbers, but it was extremely hard to get a picture of her. Except for one certain photographer by the name of Peter Parker, that is. Gwen gave him pictures that she took of herself in action so that he could sell them to help Aunt May and Uncle Ben pay the bills. When the school year started, Professor Warren offered Gwen and Peter a chance to become interns at ESU working for the Connors. He told Peter that it was okay to continue taking photos for the Daily Bugle (where he had been hired), but that his duties to the Connors took precedent. Peter and Gwen eagerly accepted.

They had a discussion on the bus on the way over, and when they got to ESU, they were overjoyed to find out that their friend Eddie Brock was an assistant there. Peter's first job was to clean the cages for the super-spiders and feed them. When the Connors and Eddie turned away to go back to work, Peter and Gwen shared a knowing glance. Peter walked over to the cage, and quietly stuck his hand inside, not wanting to attract attention from anyone but Gwen. He didn't really want the pain, but as he felt the spider bite down, he was excited about the prospect of swinging around town with his superhero girlfriend.


End file.
